Catherine Zeta-Jones: Her Allure Photo Shoot

In one memorable moment of her current Broadway show, Catherine Zeta-Jones, keeping her back to the audience, flashes a male co-star with only a G-string under her silk robe. "I've got to keep it interesting for the boy. We've got a long run," says the actress. She brought the same gutsy attitude to her Allure shoot, where she posed nude for Michael Thompson. See these pictures, plus shots from her 2007 Allure cover story. For more beautiful nudes, plus our interview with Zeta-Jones, pick up the May issue of Allure, on newsstands April 20.

As Zeta-Jones got her hair and makeup done, she teasingly suggested to makeup artist Dick Page that he use the extreme false eyelashes she had picked up on a lark at Sephora the weekend before. She then changed and posed for the cover—without the lashes.

The actress's plan for her family, which includes husband Michael Douglas and their two young children: living on a boat and sailing around the world. "I wouldn't be surprised if [we do] that," she says. Here, Thompson shows the actress one of the shots.

For the shoot, Page wanted to give Zeta-Jones "luminous and beautiful skin." He layered rose and pink-gold cream blushes on her cheek- and brow bones, then lined her lashes with black pencil and cream shadow. He then applied a blend of khaki and gold eye shadows. The final touch: creamy rose lipstick.

"The only person I want to be in the trenches with is Michael. You know he's got your back." And does her husband want to be in the trenches with anyone else? "Probably not," she says, with a sudden peal of laughter. "Probably Kathleen Turner."

Zeta-Jones demonstrated her song-and-dance skills in Chicago—and now, on Broadway. She loosened up for this shoot by singing along to the radio and dancing—two things she does eight times a week onstage for her latest theater role in A Little Night Music.